IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON OR ADDRESS IN THE UNITED STATES.

Transcription

1 IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON OR ADDRESS IN THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached offering circular. In accessing the attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: The attached offering circular is being sent to you at your request and by accepting the and accessing the attached offering circular, you shall be deemed to represent to us (1) that the address that you gave us and to which this has been delivered is not located in the United States, its territories or possessions, and (2) that you consent to delivery of the attached offering circular and any amendments or supplements thereto by electronic transmission. The attached offering circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the issuers or guarantor of the relevant securities, LMIRT Management Ltd. (the LMIRT Manager ), BNP Paribas, Standard Chartered Bank and Standard Chartered Bank (Singapore) Limited (the Arrangers ), CIMB Bank Berhad, J.P. Morgan (S.E.A.) Limited and Oversea-Chinese Banking Corporation Limited (together with the Arrangers, the Permanent Dealers ) nor their respective affiliates, directors, officers, employees, representatives, agents and each person who controls the issuers or guarantor of the relevant securities, LMIRT Manager, the Arrangers or the Dealers or its respective affiliates, directors, officers, employees, representatives, agents accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. A hard copy version will be provided to you upon request. Nothing in this electronic transmission constitutes an offer or an invitation by or on behalf of the issuers or guarantor of the relevant securities or the Arrangers or the Dealers to subscribe for or purchase any of the securities described therein in any jurisdiction where such offer would be prohibited, and access has been limited so that it shall not constitute in the United States or elsewhere a general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act of 1933, as amended (the Securities Act )) or directed selling efforts (within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Arrangers and the Dealers or any affiliate of it is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by them or such affiliate on behalf of the issuers in such jurisdiction. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. THE SECURITIES ARE BEING OFFERED SOLELY IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. You are reminded that you have accessed the attached offering circular on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this offering circular, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached offering circular. Actions that You May Not Take: If you receive this document by , you should not reply by to this announcement, and you may not purchase any securities by doing so. Any reply communications, including those you generate by using the Reply function on your software, will be ignored or rejected. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting against viruses and other destructive items. If you receive the attached offering circular by , your use of this is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

2 Offering Circular dated 13 April 2018 LMIRT CAPITAL PTE. LTD. (incorporated in Singapore with limited liability) (Company registration number: M) PERPETUAL (ASIA) LIMITED (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) S$1,000,000,000 Euro Medium Term Securities Programme unconditionally and irrevocably guaranteed, in the case of Notes (as defined below) issued by LMIRT Capital Pte. Ltd., by Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust) Under the Programme described in this Offering Circular and subject to compliance with all relevant laws, regulations and directives (i) each of LMIRT Capital Pte. Ltd. ( LMIRT Capital ) and Perpetual (Asia) Limited (in its capacity as trustee of Lippo Malls Indonesia Retail Trust ( LMIR Trust or LMIRT )) (the LMIRT Trustee ) may from time to time issue Medium Term Notes (the Notes ) which, in the case of Notes issued by LMIRT Capital, will be guaranteed (the Guarantee ) by the LMIRT Trustee (the Guarantor ); and (ii) the LMIRT Trustee may from time to time issue perpetual securities (the Perpetual Securities ). For the purposes of this Offering Circular (i) the LMIRT Trustee (in its capacity as issuer of the Notes and Perpetual Securities) and LMIRT Capital will be referred to together as the Issuers and individually as an Issuer and references to relevant Issuer shall be to LMIRT Capital or the LMIRT Trustee (as the case may be) as issuer of the Notes, or to the LMIRT Trustee as issuer of the Notes and the Perpetual Securities, under the Programme as specified in the relevant Pricing Supplement (as defined herein); and (ii) the Notes and Perpetual Securities will be referred to together as the Securities. The LMIRT Trustee acts as trustee of LMIR Trust pursuant to the LMIRT Trust Deed (as defined herein). The aggregate nominal amount of Securities outstanding will not at any time exceed S$1,000,000,000 (or the equivalent in other currencies), subject to increases as described herein. Defined terms used in this Offering Circular shall have the meanings given to such terms in Definitions and Summary of the Programme. The Securities may be issued by the relevant Issuer (as defined below) on a continuing basis to one or more Dealers appointed under the Programme from time to time (each a Dealer and together the Dealers ), which appointment may be for a specific issue or on an on-going basis. References in this Offering Circular to the Relevant Dealer shall, in the case of an issue of Securities being (or intended to be) subscribed for by more than one Dealer be to all Dealers agreeing to subscribe for such Securities. An investment in Securities issued under the Programme involves certain risks. For a discussion of these risks see Risk Factors. Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST ) for permission to deal in and for the listing of any Securities which are agreed at the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Securities have been admitted to the Official List of the SGX-ST. Unlisted series of Securities may also be issued pursuant to the Programme and Securities may also be listed on stock exchanges other than SGX-ST. The relevant Pricing Supplement (as defined herein) in respect of any series of Securities will specify whether or not such Securities will be listed on the SGX-ST or on any other stock exchange. There is no assurance that the application to the SGX-ST for the listing of the Securities will be approved. Admission to the Official List of the SGX-ST and listing of any Securities on the SGX-ST is not to be taken as an indication of the merits of the relevant Issuer, the Guarantor, LMIR Trust, their respective subsidiaries (LMIR Trust and its subsidiaries taken as a whole, the Group ) or such Securities. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this Offering Circular. The Securities and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities may include Bearer Notes and Bearer Perpetual Securities (as defined in Summary of the Programme ) that are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities may not be offered, sold, or, in the case of Bearer Notes and Bearer Perpetual Securities, delivered within the United States. Registered Notes and Registered Perpetual Securities (as defined in Summary of the Programme ) are subject to certain restrictions on transfer, see Subscription and Sale. The relevant Issuer and the Guarantor may agree with any Dealer and the Trustee that Securities may be issued in a form not contemplated by the Terms and Conditions of the Notes, or the Terms and Conditions of the Perpetual Securities (as applicable), herein, in which event a supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Securities. Where a Tranche (as defined herein) of Securities is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme or other Tranches of Securities. Where a Tranche of Securities is rated, the applicable rating(s) will be specified in the relevant Pricing Supplement (as defined herein). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arrangers BNP PARIBAS Standard Chartered Bank Standard Chartered Bank (Singapore) Limited Dealers BNP PARIBAS CIMB J.P. Morgan OCBC Bank Standard Chartered Bank Standard Chartered Bank (Singapore) Limited

3 LMIRT Capital and the LMIRT Trustee (in relation to the information about LMIR Trust, LMIRT Management Ltd., itself and the Group), having made all reasonable enquiries, confirm that this Offering Circular contains or incorporates by reference all information relating to the Issuers, the Guarantor, LMIR Trust, LMIRT Management Ltd. and the Group which is material in the context of the issuance and offering of Securities, that the information contained or incorporated by reference in this Offering Circular is true and accurate in all material respects and is not misleading in any material respect, that the opinions and intentions expressed in this Offering Circular are honestly held and that there are no other facts the omission of which would make this Offering Circular or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Issuers and the Guarantor accepts responsibility accordingly. Each Tranche of Notes and Perpetual Securities will be issued on the terms set out herein under Terms and Conditions of the Notes and Terms and Conditions of the Perpetual Securities (as applicable), as amended and/or supplemented by a document specific to such Tranche of Notes or Perpetual Securities called a pricing supplement (a Pricing Supplement ). This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Securities, must be read and construed together with the relevant Pricing Supplement. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated by reference in this Offering Circular (see Documents Incorporated by Reference ). This Offering Circular shall be read and construed on the basis that such documents are incorporated in, and form part of, this Offering Circular. No person is or has been authorised by the Issuers or the Guarantor to give any information or to make any representation other than those contained in this Offering Circular and the relevant Pricing Supplement in connection with any issue or sale of Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantor, the Arrangers or any Dealers, the Trustee or any Agent. Neither the delivery of this Offering Circular nor any other information supplied in connection with the Programme or any Securities (i) is intended to provide the basis of any credit or other evaluation of the Issuers, the Guarantor, LMIR Trust or the Group or (ii) should be considered as a recommendation by the Issuers, the Guarantor, Arrangers or Dealers, the Trustee or the Agents that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Securities should purchase any Securities. Each investor contemplating purchasing any Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuers, the Guarantor, LMIR Trust and the Group. Each potential purchaser of Securities should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Securities should be based upon such investigation as it deems necessary. Neither the delivery of this Offering Circular nor any sale of Securities made in connection herewith shall, under any circumstances, create any implication that there has been no change in the relevant Issuer s, the Guarantor s, LMIR Trust s or the Group s affairs since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the relevant Issuer s, the Guarantor s, LMIR Trust s or the Group s financial position since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offering or sale of the Securities in certain jurisdictions may be restricted by law. The Issuers, the Guarantor, the Arrangers, the Dealers, the Trustee and the Agents do not represent that this Offering Circular may be lawfully distributed, or that any Securities may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuers, the Guarantor, the Arrangers, the Dealers, the Trustee or the Agents which would i

4 permit a public offering of any Securities or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published, in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular comes are required by the Issuers, the Guarantor, the Arrangers and the Dealers to inform themselves about and to observe any such restriction. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Securities in the United States, the European Economic Area, the United Kingdom, the Hong Kong, Singapore and Japan (see Subscription and Sale ). The Securities and the Guarantee have not been and will not be registered under the Securities Act and the Securities include Securities in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States. For a description of certain restrictions on offers and sales of Securities and on distribution of this Offering Circular, see Subscription and Sale. The Securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act ( Regulation S ). For a description of these and certain further restrictions on offers, sales and transfers of Securities and distribution of this Offering Circular, see Subscription and Sale. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. MIFID II product governance / target market The Pricing Supplement in respect of any Securities may include a legend entitled MiFID II Product Governance which will outline the target market assessment in respect of the Securities and which channels for distribution of the Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (a distributor ) should take into consideration the such target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II ) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules ), any Dealer subscribing for any Securities is a manufacturer in respect of such Securities, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules. PRIIPs / IMPORTANT EEA RETAIL INVESTORS If the Pricing Supplement in respect of any Securities includes a legend entitled Prohibition of Sales to EEA Retail Investors, the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ( EEA ). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive ). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the PRIIPs Regulation ) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the relevant Issuer, the Guarantor, the Arrangers, the Dealers, the Trustee or the Agents to subscribe for, or purchase, any Securities in any jurisdiction where such offer would be prohibited. To the fullest extent permitted by law, none of the Arrangers, the Dealers, the Trustee or the Agents accept any responsibility for the contents of this Offering Circular or for any other statement, made or ii

5 purported to be made by the Arrangers, any Dealer, the Trustee or any Agent or on their behalf in connection with the Issuers, the Guarantor or the issue and offering of any Securities. Each of the Arrangers, the Dealers, the Trustee and the Agents accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement. None of the Arrangers, any Dealer, the Trustee or any Agent undertakes to review the financial condition or affairs of the Issuers, the Guarantor or LMIR Trust during the life of the arrangements contemplated by this Offering Circular nor to advise any investor of any information coming to the attention of any of them. This Offering Circular does not describe all of the risks and investment considerations (including those relating to each investor s particular circumstances) of an investment in Securities of a particular issue. Each potential purchaser of Securities should refer to and consider carefully the relevant Pricing Supplement for each particular issue of Securities, which may describe additional risks and investment considerations associated with such Securities. The risks and investment considerations identified in this Offering Circular and the relevant Pricing Supplement are provided as general information only. Investors should consult their own financial, tax, accounting and legal advisers as to the risks and investment considerations arising from an investment in an issue of Securities and should possess the appropriate resources to analyse such investment and the suitability of such investment in their particular circumstances. In making an investment decision, investors must rely on their own examination of the Issuers, the Guarantor, LMIR Trust and the Group and the terms of the Securities being offered, including the merits and risks involved. None of the Issuers, the Guarantor, the Arrangers, any Dealer, the Trustee or any Agent makes any representation to any investor regarding the legality of its investment under any applicable laws. Investors should be able to bear the economic risk of an investment in the Securities for an indefinite period of time. Stabilisation In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the Stabilising Manager(s) ) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant Pricing Supplement may over-allot Securities or effect transactions with a view to supporting the market price of the Securities at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Securities and 60 days after the date of the allotment of the relevant Tranche of Securities. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. Currencies This Offering Circular contains conversions of Singapore Dollar amounts to U.S. Dollars at specific rates solely for the convenience of the reader. For convenience, certain U.S. Dollar amounts have been translated into Singapore Dollar amounts, based on the full year 2017 average exchange rate of S$1.381 = U.S.$1.00 to translate items on Statements of Total Return and Statements of Distribution, and closing rate as at 31 December 2017 of S$1.337 = U.S.$1.00 to translate items on Statements of Financial Position, as quoted on for that date. Such translations should not be construed as representations that the Singapore Dollar or U.S. Dollar amounts referred to could have been, or could be, converted into Singapore Dollars or U.S. Dollars, as the case may be, at that or any other rate or at all. Figures in this Offering Circular have been subject to rounding adjustments. Accordingly, figures shown for the same item of information may vary and figures which are totals may not be an arithmetic aggregate of their components. Forward-Looking Statements This Offering Circular includes forward-looking statements regarding, amongst other things, the business, results of operations, financial conditions, cash flow, future expansion plans and business strategy of the Issuers, the Guarantor, LMIR Trust and the Group. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, iii

6 believes, estimates, intends, may, will or should or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Offering Circular and include statements regarding the intentions, beliefs or current expectations of the Issuers, the Guarantor and LMIR Trust concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Issuers, the Guarantor, LMIR Trust or the Group, and the industries in which the Issuers, the Guarantor, LMIR Trust or the Group operates. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Issuers and the Guarantor caution investors that forward-looking statements are not guarantees of future performance and that their actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Offering Circular. In addition, even if the results of operations, financial condition and liquidity of the Issuers, the Guarantor, LMIR Trust or the Group, and the development of the industries in which the Issuers, the Guarantor, LMIR Trust or the Group operates, are consistent with the forward-looking statements contained in this Offering Circular, those results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Issuers, the Guarantor or persons acting on their behalf may issue. The Issuers and the Guarantor do not undertake any obligation to review or confirm analysts expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Offering Circular. Investors should read the factors described in the Risk Factors section of this Offering Circular to understand the risks and uncertainties inherent in LMIRT Capital s, LMIR Trust s and the Group s business and underlying any forward-looking statements. Any forward-looking statements that the Issuers and/or the Guarantor make in this Offering Circular speak only as at the date of this Offering Circular, and the Issuers and the Guarantor undertake no obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, and should only be viewed as historical data. Financial Statements LMIR Trust has prepared audited consolidated financial statements as at and for the years ended 31 December 2015, 2016 and The audited consolidated financial statements as at and for the year ended 31 December 2017 (including comparative data as at and for the year ended 31 December 2016) and the audited consolidated financial statements as at and for the year ended 31 December 2016 (including comparative data as at and for the year ended 31 December 2015) of LMIR Trust are included in this Offering Circular and are prepared in conformity with Singapore Financial Reporting Standards ( SFRS ) issued by the Singapore Accounting Standards Council. See Index to Financial Statements and Summary Financial Information. Documents Incorporated by Reference This Offering Circular should be read and construed in conjunction with (i) each relevant Pricing Supplement, (ii) the most recently published audited consolidated annual financial statements and any interim financial information (whether audited or unaudited or reviewed or unreviewed) published subsequently to such annual financial statements of LMIR Trust from time to time (if any), in each case with the report of the auditors in connection therewith and any notes to the accounts in connection therewith (if any), and (iii) all amendments and supplements from time to time to this Offering Circular, each of which shall be deemed to be incorporated by reference in, and to form part of, this Offering Circular and which shall be deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained in any such document is inconsistent with such contents. Copies of all such documents which are so deemed to be incorporated by reference in, and to form part of, this iv

7 Offering Circular will be available free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) from the specified offices of the Issuing and Paying Agent set out at the end of this Offering Circular. Any published unaudited interim financial information of LMIR Trust which are, from time to time, deemed to be incorporated by reference in this Offering Circular may not have been audited or subject to review by the auditors of LMIR Trust. Accordingly, there can be no assurance that, had an audit or review been conducted in respect of such financial information, the information presented therein would not have been materially different, and investors should not place undue reliance upon them (see Risk Factors Risks Related to the Securities Issued under the Programme ). Supplementary Offering Circular Each of the Issuers and the Guarantor has given undertakings to the Arrangers that (i) unless the Issuers have notified the Permanent Dealers in writing that they do not intend to issue Securities under the Programme for the time being, each of the Issuers, the Guarantor and the LMIRT Manager shall prepare and publish an amendment or supplement to the Offering Circular if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy that arises or is noted relating to information contained in this Offering Circular which is capable of affecting the assessment by investors of the assets and liabilities, financial position, profits and losses and prospects of the relevant Issuer, the Guarantor, the LMIRT Manager, LMIR Trust, the Group, the rights attaching to such Securities or the Guarantee; (ii) each of the relevant Issuer, the Guarantor (as applicable) and the LMIRT Manager shall advise the Permanent Dealers (or in the case of a change affecting a specific issue of Securities, the Relevant Dealer or, if more than one, the Arrangers on behalf of the Relevant Dealers) promptly of any proposal to amend, supplement or replace the Offering Circular; (iii) each of the relevant Issuer, the Guarantor (as applicable) and the LMIRT Manager shall provide the Permanent Dealers, Relevant Dealer or Arrangers, as the case may be, with a copy of any such proposed amendment, supplement or replacement immediately prior to its publication. v

8 TABLE OF CONTENTS Page DEFINITIONS... 1 SUMMARY OF THE GROUP... 3 SUMMARY FINANCIAL INFORMATION... 8 SUMMARY OF THE PROGRAMME RISK FACTORS TERMS AND CONDITIONS OF THE NOTES TERMS AND CONDITIONS OF THE PERPETUAL SECURITIES SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE IN GLOBAL FORM USE OF PROCEEDS CAPITALISATION AND INDEBTEDNESS DESCRIPTION OF LMIRT CAPITAL LIPPO MALLS INDONESIA RETAIL TRUST MANAGEMENT TAXATION INTERESTS OF UNITHOLDERS AND DIRECTORS OF THE LMIRT MANAGER RELATED PERSON TRANSACTIONS CLEARANCE AND SETTLEMENT SUBSCRIPTION AND SALE FORM OF PRICING SUPPLEMENT FOR NOTES FORM OF PRICING SUPPLEMENT FOR PERPETUAL SECURITIES GENERAL INFORMATION INDEX TO FINANCIAL STATEMENTS... F-1 vi

9 DEFINITIONS The following definitions have, where appropriate, been used in this Offering Circular: or sterling The lawful currency of the United Kingdom BOT Schemes CDP euro or GDP GFA GRDP A contractual arrangement in which a grantor grants a grantee, a right to build and operate specific land for a particular period The Central Depository (Pte) Limited The lawful currency of member states of the European Union that adopt the single currency introduced in accordance with the Treaty establishing the European Community, as amended from time to time Gross domestic product Gross floor area Gross regional domestic product Global Certificates Certificates representing Registered Notes or Registered Perpetual Securities that are registered in the name of a nominee for one or more clearing systems HK$ Hong Kong or Hong Kong SAR Indonesian Subsidiaries IRAS ITA LMIRT or LMIR Trust LMIRT Manager LMIRT Trust Deed LMIRT Trustee MAS Master Lessee Master Lease Agreement The lawful currency of Hong Kong SAR Hong Kong Special Administrative Region of the People s Republic of China Each of the subsidiaries or joint venture companies established under the laws of the Republic of Indonesia that directly hold title to the Retail Malls and Retail Spaces (each as defined herein) Inland Revenue Authority of Singapore Income Tax Act, Chapter 134 of Singapore, as amended or modified from time to time Lippo Malls Indonesia Retail Trust, a unit trust constituted on 8 August 2007 under the laws of the Republic of Singapore LMIRT Management Ltd. (previously known as Lippo Malls Indonesia Retail Trust Management Ltd), as manager of LMIR Trust The trust deed dated 8 August 2007 constituting LMIR Trust and made between the LMIRT Manager and the LMIRT Trustee, as amended or supplemented Perpetual (Asia) Limited, acting in its capacity as trustee of LMIR Trust, or any other person that replaces Perpetual (Asia) Limited as trustee of LMIR Trust under the LMIRT Trust Deed The Monetary Authority of Singapore The head tenant of the LMIR Trust s Retail Space The agreement between LMIR Trust and the Master Lessee 1

10 NAV NLA Property Funds Appendix Net asset value Net lettable area The guidelines for real estate trusts issued by the MAS as Appendix 6 to the Code on Collective Investment Schemes, as amended, varied or supplemented from time to time Property Manager PT Lippo Malls Indonesia (formerly, PT Consulting & Management Services Division) Properties Together, the Retails Malls and the Retail Spaces Prospectus Directive Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State of the EEA), and includes any relevant implementing measure in each such relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU Real GDP Rp or Rupiah S$ or Singapore Dollars Securities and Futures Ordinance SFA SFRS Singapore Singapore Subsidiaries Sponsor Unit(s) U.S.$ or U.S. Dollars Gross domestic product as adjusted for inflation The lawful currency of Indonesia The lawful currency of Singapore The Securities and Futures Ordinance (Cap. 571) of Hong Kong The Securities and Futures Act, Chapter 289 of Singapore Singapore Financial Reporting Standards The Republic of Singapore Each of the subsidiaries established under the laws of the Republic of Singapore that directly hold the shares of the Indonesian Subsidiaries PT Lippo Karawaci Tbk An undivided interest in LMIR Trust as provided for in the LMIRT Trust Deed The lawful currency of the United States of America 2

11 SUMMARY OF THE GROUP Background LMIR Trust is a Singapore-based real estate investment trust constituted by the LMIRT Trust Deed and the first and only Indonesian retail REIT listed on the SGX-ST on 19 November It was established with the principal investment objective of owning and investing on a long-term basis in a diversified portfolio of income-producing real estate properties in Indonesia that are primarily used for retail and/or retail-related purposes, and real estate related assets in connection with the foregoing purposes. LMIR Trust seeks to produce regular and stable cash flows and to achieve long-term growth in NAV per Unit through growth in rental yields and acquisitions. LMIR Trust s asset portfolio, as at 31 December 2017, comprises 23 Retail Malls and seven Retail Spaces, all of which are located in Indonesia. For the year ended 31 December 2017, LMIR Trust had net property income of S$184.3 million, total assets of S$2,063.9 million and a market capitalisation of S$1,129.6 million. Competitive strengths The LMIRT Manager believes that the competitive strengths of LMIR Trust include: The Properties are located in major cities of Indonesia amidst a growing and affluent urban middle class, allowing LMIR Trust to leverage on sound Indonesian macroeconomic and retail industry fundamentals The existing properties are mainly located within Greater Jakarta, Bandung, Medan and Palembang, Indonesia s first, third, fifth and ninth most populous cities, respectively, aligning LMIR Trust s growth with a significant portion of urban economic growth in Indonesia. Indonesia is the largest economy in South East Asia and has the world s fourth largest population. In Q3 of 2017, Indonesia s GDP grew 5.06 per cent. as compared to the Q3 of The government of Indonesia has estimated that the economic growth will grow at about 5.2 per cent. to 5.6 per cent. in Further, economic development in Indonesia has seen a significant growth of the middle income population over the past several years in major urban centres. This particular group is a major target market for modern retail shopping centres and is expected to grow as the Indonesian economy continues to expand and the relatively youthful population drives consumption. Retail spending has been further boosted by a shift in lifestyle towards a higher level of consumerism, partially brought about by the introduction of foreign brands and designer labels. These foreign brands and designer labels typically have higher margins. Retailers selling such merchandise are willing to pay higher rentals for prime and sizeable retail space. The proliferation of hypermarkets and supermarkets over traditional markets has also increased shopper traffic to modern retail malls. This growth in retail traffic provides an opportunity for the significant expansion of the retail base in Indonesia, as rental rates and retail space per capita in the market continue to lag behind other key retail markets in the region. Leading position as one of Indonesia s largest retail property owners LMIR Trust s position as one of the largest retail property owners in Indonesia allows it to capitalise on economies of scale, leading to more efficient portfolio and property management and provides it with relative bargaining power when negotiating with existing and potential future tenants. The Property Manager, a wholly-owned subsidiary of the Sponsor, manages all of the Retail Malls and the Retail Spaces. The Property Manager comprises a specialised team of professionals managing the key areas of operations, leasing, marketing and finance. Best practices are standardised and strictly adhered to across all assets in the portfolio. The Retail Malls are able to leverage upon the Property Manager s and the Sponsor s experience in areas including contractor management, retailer relationships and key negotiations, cost control mechanisms and strategic leasing, marketing and management initiatives. This helps to enhance the position of LMIR Trust s properties in the market, enabling them to seek to take advantage of increased foreign retailer interest in the sector. Additionally, the LMIRT Manager, in discussion with the Property Manager, believes that there are ongoing opportunities to realise efficiencies and enhance the performance of each Retail Mall. 3

12 Strong and committed Sponsor The Sponsor s position as the largest listed real estate company in Indonesia by revenue and assets for the full year 2017 allows LMIR Trust the opportunity to benefit from expert knowledge and significant client relationships in the Indonesian retail property market. The Sponsor is a developer of retail, residential and industrial land in Indonesia and also has a significant recurring revenue stream through its REIT management, hospitality and healthcare operations. It is also affiliated with Matahari, one of the largest retailers in Indonesia and a significant anchor tenant in certain of LMIR Trust s properties. The Sponsor demonstrated its commitment to LMIR Trust by undertaking to subscribe for its pro rata entitlement and any remaining unsubscribed units in LMIR Trust s 2011 rights issuance. As at 31 December 2017, the Sponsor held, directly and indirectly, per cent. of the units in LMIR Trust. Properties strategically located within well-established population catchment areas The geographic diversification of the Properties reduces LMIR Trust s dependence on any single regional market and accordingly contributes to the stability of LMIR Trust s projected future income. The Retail Malls are strategically located throughout Greater Jakarta, Bandung, Yogyakarta, Medan, Palembang, Bali and Sulawesi. Located in middle to upper middle income demographic regions, each of the Retail Malls has a variety of strong characteristics such as: Š Š Š Š Š Š Š Š Š Š Š Š Gajah Mada Plaza Located in the Chinatown district of Jakarta, with a hypermarket, wedding hall and a swimming pool; Cibubur Junction Located in the heart of Cibubur, one of the most affluent and upmarket residential areas in Jakarta; The Plaza Semanggi Located in the golden triangle of the Jakarta CBD and accessible from all areas of the capital city; Mal Lippo Cikarang The main shopping centre in the growing residential and industrial Lippo Cikarang estate with limited competition within a 10 kilometre radius; Lippo Plaza Ekalokasari Bogor (formerly known as Ekalokasari Plaza) The first modern shopping centre in Bogor and a five-minute drive from the Bogor exit gate of the Jagorawi toll road, the highway connecting Jakarta to Bogor; Pluit Village Surrounded by affluent residential estates with a majority ethnic Chinese community in North Jakarta; Bandung Indah Plaza Strategic location at the heart of Bandung s CBD and easily accessible to the greater Bandung population; Istana Plaza Easily accessible from several transportation hubs in the vicinity, such as the Husein Sastranegara Airport, Bandung train station and Pasteur tollgate; Sun Plaza One of the upmarket malls in the growing city of Medan, the most populous Indonesian city outside of Java; Plaza Medan Fair Strategically located in the shopping and business district of Medan, surrounded by affluent residential complexes and within walking distance to key hotels in Medan; Tamini Square Located within close proximity of one of Jakarta s popular tourist destinations (Tamini Mini Indonesia Indah), surrounded by recreational areas and highly accessible due to the nearby toll road gate and public transportation, including Trans Jakarta Busway; Lippo Plaza Kramat Jati (formerly known as Kramat Jati Indah Plaza) Situated in the vicinity Taman Mini Indonesia Indah, which is one of Jakarta s most popular tourist destinations and culture-based recreational area and Halim Perdanakusuma Airport. The mall, situated 2.5 km south of Jakarta s Jagorawi toll road, is easily accessible from the main road with a high level of accessibility to passing traffic; 4

13 Š Š Š Š Š Š Š Š Š Š Š Palembang Square Located in the heart of Palembang City and is part of a mixed-use development consisting of a hotel, a hospital and Palembang Square Extension; Palembang Square Extension Located in the heart of Palembang City and is part of a mixed-use development consisting of a hotel, a hospital and an existing mall; Pejaten Village Situated within a strategic area in the heart of South Jakarta, surrounded by commercial developments such as medium-rise office buildings, shop houses and hotels within proximity to the Kemang, a popular residential area for the expatriates in Jakarta. It offers both destination and convenience shopping and is supported by its central location, which is easily accessible by cars and public transport; Binjai Supermall Strategically located along the main road connecting the Binjai City and Medan City, it is the first and only modern retail mall in Binjai City; Lippo Mall Kemang Strategically located in South Jakarta, it is a five-storey shopping centre positioned to be a lifestyle and fashion mall and is in close proximity to several residential apartments; Lippo Plaza Batu Strategically located in Batu City, Indonesia giving LMIR Trust access to the dense population located in this city; Palembang Icon Strategically located in Palembang which is the second largest city on Sumatra island and the capital city of the South Sumatra province in Indonesia, helping to ensure high retail traffic; Lippo Plaza Jogja One of the newest malls in Yogyakarta, which is known for its close proximity to two UNESCO world heritage sites Borobudur and Prambanan; Kediri Town Square Strategically located in Kediri City, East Java, it is well-connected to other parts of East Java and has direct trains to major cities such as Surabaya, Yogyakarta and Bandung; Lippo Mall Kuta Strategically located in Bali, a leading tourist destination in Indonesia, it is integrated with a premium hotel; and Lippo Plaza Kendari Located in the capital of Southeast Sulawesi, it is a four-storey mid-sized family mall. The Retail Spaces are strategically located throughout Greater Jakarta and in the major cities of Semarang, Medan, Madiun and Malang. For example: Š Š Š the Mall WTC Matahari Units are located in Serpong which is part of Tangerang, one of the residential areas on the outskirts of Jakarta; Mall WTC Matahari is strategically located along a main road which connects to BSD City, the largest residential estate in Greater Jakarta that has a proposed development area of 6,000 ha with currently 1,500 ha developed and is occupied by over 15,000 households; and the Malang Town Square Units which are located in the city of Malang which is the second largest city in the East Java province and a popular tourist destination due to its natural attractions. The city is also home to five universities. Quality Retail Malls which cater to the daily needs of shoppers The Retail Malls are strategically positioned as everyday shopping destinations for shoppers and their families, catering to their daily as well as lifestyle and entertainment needs. The Retail Malls are anchored by supermarkets, hypermarkets and department stores, which draw significant shopper traffic to the malls and are designed to provide a comfortable and hassle-free environment for 5

14 shoppers to purchase their daily necessities. The specialty, food and beverage and lifestyle and entertainment tenants, which include foreign labels and brands, restaurants, cinemas and entertainment centres provide shoppers with a wide range of product offerings and a complete shopping experience. Further, the Retail Malls are managed by experienced professionals with retail expertise and experience, as reflected in the historically high occupancy rates and the ability of each Retail Mall to differentiate itself from its competitors within its catchment area. As at 31 December 2017 the Retail Malls had a weighted average occupancy of approximately 93.7 per cent., compared to an industry average of 84.4 (1) per cent., reflecting the robust demand for space in the Retail Malls. Quality tenant base The Retail Malls benefit from the quality and balanced mix of their tenants. These properties are well complemented with both locally and internationally renowned favourite specialty brands such as H&M, Uniqlo, Sogo, M&S, Zara, Miniso, Ace Hardware, Fitness First, Sushi Tei, J.Co Donut & Coffee, Starbucks, Burger King, Bread Talk, Timezone, Adidas, Giordano and leading household names including Matahari Department Store, Carrefour, Best Denki, Cinemaxx and Cinema 21 to enhance their appeal as everyday one stop destination malls for both discretionary and non-discretionary consumer spending. The Retail Malls have a large combined tenant base of 3,363 tenants (as at 31 December 2017). The top ten tenants in the Retail Malls constituted approximately 30.4 per cent. of LMIR Trust s gross rental income as at 31 December Historically stable performance underpinned by a well-developed regulatory environment, a favourable lease profile and an advance rental payment structure, which helps to minimise debtor risks due to potential rental arrears As a REIT listed on the SGX-ST, LMIR Trust is subject to a well-developed regulatory regime that is designed to minimise development risks and interested party dealings while promoting income stability. In addition to the Singapore regulatory environment, the stability of LMIR Trust s portfolio has been further underpinned by a favourable lease profile, including a weighted average lease expiry of 4.1 years as at 31 December 2017 with only 15.0 per cent. of leases by NLA expiring in Anchor and major tenants in the Properties typically enter into leases with a term of 10 years, while specialty tenants typically enter into leases with terms between three and five years. LMIR Trust had entered into master leases arrangement with the vendors of the properties. These master leases, with tenors of three to five years, are usually over certain areas of the properties which include specialty and anchor areas, casual leasing and parking space, and is structured to provide a stable rental income while the properties continue to mature. Six of LMIR Trust s properties have master leases with the vendors which were entered into at point of acquisition. These properties are Lippo Plaza Batu, Palembang Icon, Lippo Mall Kuta, Lippo Plaza Kendari, Lippo Plaza Jogja and Lippo Mall Kemang. The master lease for Lippo Mall Kemang which expired in December 2017 was extended for another two years until December The master leases for Lippo Plaza Kuta, Lippo Plaza Kendari and Lippo Plaza Jogja will expire in December 2021, June 2022 and December 2022 respectively, while the master leases for Lippo Plaza Batu and Palembang Icon will both expire in July The table below illustrates LMIR Trust s portfolio occupancy rates by NLA from 2008 to 31 December 2017: (per cent. occupied) Additionally, retail tenants in Indonesia typically pay an advance rental of approximately 10 per cent. to 20 per cent. of the total rent payable for the duration of the lease upon signing of the lease agreement. This advance rental payment helps to minimise LMIR Trust s cash flow debtor risks due to potential rental arrears, thus enhancing LMIR Trust s cash flow stability. Strategy By utilising a prudent funding approach, the LMIRT Manager endeavours to leverage on Indonesia s growing segment of middle and upper-middle class consumers to strategically expand LMIR Trust s (1) Based on Cushman & Wakefield s marketbeat retail snapshot Q